


Chasing Ghosts

by JaneTheHero



Category: Doctor Who, My Little Pony: Friendship is Magic
Genre: Adventure, Crossover, F/M, Fantasy, Gen, Loss, Love, Mystery
Language: English
Status: In-Progress
Published: 2017-03-02
Updated: 2018-03-14
Packaged: 2018-09-27 19:15:50
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 13,968
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10040915
Author URL: https://archiveofourown.org/users/JaneTheHero/pseuds/JaneTheHero
Summary: When the Doctor receives an operation that leaves him physically altered and battling an internal conflict, it's up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.





	1. Prologue

**Author's Note:**

> Please note that this 'chapter' is actually the prologue to the story and is meant to be obscure. 
> 
> *I don't own Doctor Who (BBC) or My Little Pony (FIM). However, all else belongs to me.

The atmosphere was thick with tension as a small cluster of ponies sat crowded around a table in a room of glass, arguing back and forth. The situation was thin, and each of them knew it. Spoke it. Breathed it. If results weren’t claimed soon, all the money spent plotting would be wasted and their future plans lost – a hazardous position. As concerns continued to arise, the meeting came to a grinding halt after an interruption provoked a sudden dismissal. Now, empty of its earlier tenants, a lone mare sat draped on a high plush chair. A legendary beauty, she wore on her the finest of silk, jewellery that shone against the paleness of her coloring. Fumes from her cigarette lifted into the air like morning fog, mingling with the veneer, and sweet fragrance of her perfume. The mare sat consumed within; torn between the weight of her decision; and barely acknowledged the entering of an all too familiar ward.

     A bat pony of dark gray, the armoured stallion arrived in silence and in avoidance of the customary greeting, took a seat at the opposite end of the table. He exhibited the usual outward detachment that was required of his field: respectful and composed, and carried along with it an air of self-assurance. However, in his purple eyes that remained quiet and keen, was a knowledge that ran deeper than that of any other typical ward, it burned intensely as he sat watching the silver mare’s fragile movements.

     “Nightshade,” the mare said at last. “How long until the target is lost?”

     “Depends – the subject’s unpredictable. My guess would be not long though.”

     The beautiful mare was silent for a few more minutes; her cold eyes focused on an imaginary spot until Nightshade, whose serene expression remained unaltered, decided to echo a previous engagement. “Would you like me to summon a rig? Or perhaps call Agent Gunfire and his trio of undercovers?”

     “After his failures to retrieve the subject?” Her eyes flashed with a half-felt disproval. “No. While this subject has demonstrated a rather wicked invincibility, all agent Gunfire has provided are his indomitable conclusions of failure. What’s required is a different approach . . . something not yet attempted . . . something that will bring the subject to _us.”_ Sipping daintily from her cigarette, the pale mare suddenly looked over at him profoundly. “Any ideas?”

     Nightshade didn’t answer. He only sat vacantly as though considering it, while she continued to stare at him dangerously with stone cold eyes. However, despite the immense tension that had filled the room, the grey stallion’s placid expression was unfailing and he met her stare calmly without a hint of fear.

     “I have trusted in this operation fully and without doubt, in support of you, this facility, and what could be accomplished in the success of it. However, I no longer carry those same feelings. I lack no confidence in the prosperity of the project, and am bound by loyalty to follow whatever orders are given to me. But if this project continues . . . if you really go through with this . . .” He narrowed his eyes. “You’ll be making a mistake. Gemma, think of what you’re doing. This could destroy, what I’ve come to believe, is the very lifeline to our planets continual existence. If not careful, we could lose much more than what we could gain.”

     The ghostly mare was silent. Her expression much the same, she looked upon him casually for few minutes - taking the occasional intake of breath from her cigarette – before seemingly satisfied with the answer, spun her chair around and smoothly dismounted. Faintly she strolled across the floor; her luxurious dress flowing behind her like a falling feather - light and soft - until drawing to a halt at the far top to bottom, widespread window, poised with as much grace as she moved.

     “I expected as much. You’re dismissed, Nightshade.”

     Wordlessly, the bat stallion got up and left, leaving the mare alone to gander out the glass. The view presented was breathtaking; hundreds of feet above, the office overlooked rich vibrant green tones, masked over rocky cliff tops, and tumbling hills. Below that sparked sandy beaches with clean shores, and crystal clean waters that reflected the rays of the sun. It was a peaceful landscape: calming to the mind as well as the body. It was there, while gazing out upon this that the mare of sky summoned in her assistant.

     A plucky little unicorn of red shading and slim stature, the colt rushed in as though his life depended on it; with choppy strides and cooped up energy, and a blue touch screen check board between his teeth. He quickly located the mare’s delicate frame outlined in front of the window, and without wasting a moment, trotted his way over carrying his checklist much like a dog would carry a stick.

     “You summoned me, ma’am?”

     The refined mare seemed to be in deep thought.

    “Ma’am?”

    Without turning to look at him, Gemma removed the cigarette from between her lips. “Jarvis?”

    “Yes, ma’am?”

     She blew out a thin cloud of smoke, her eyes changing with a sudden decision.

     “Release subject 1---”


	2. Chapter 2

**Summary for the Chapter:**

> The Doctor receives an operation that leaves him physically altered and battling an internal conflict. And it is up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.

**Notes for the Chapter:**

> This is officially chapter one of the story. While this chapter is in it's later stages of editing, I still consider any chapters I release to be drafts and will occasionally rewrite parts of them (i.e., correct grammar, use of language, parts that are irrelevant to the story, etc). Please keep in mind that I welcome feedback.
> 
> *I don't own MLP (FIM) or Doctor Who (BBC). However, all else belongs to me.

_“Well, Derpy! Here we are back in Ponyville!”_

     Derpy released a sigh of contentment as she moved through the blue doors of the TARDIS: a time traveling machine disguised to look like what the Doctor said was an 18th century Police telephone box in replica of the ones that used to exist on a planet called Earth. Whatever either of those was, Derpy had not a clue since the Doctor had never taken her. Said he couldn’t. That he had tried but unfortunately was struck in these ‘pony dimensions’. Or something.

     Regardless, they still went places. Upon remembering himself, she had learned that the Doctor _loved_ to explore and help whomever (sometimes whatever; depending on where they went) they could along the way. She supposed he was an addict of some sort: a compulsive wanderer: always helping, always sightseeing, always sweeping her off on some adventure. It was a turbulent lifestyle undoubtedly, but one she couldn’t possibly trade for the world. Despite all the risks, she loved it.

       Derpy took in the familiar sights of her old town with a lethargic interest. It was pleasant to be back – even if only for a short time – the mild weather was wonderful. Better yet, it helped to melt the last bits of frost still caked thinly on the ends of her golden strands of hair. She heard a sharp click behind her.       

     “Well! This is a commendable surprise, isn’t it?” said the Doctor, looking all around with a pleased expression on his face. “A wee bit more inviting than the clime in Snow, that’s for sure! Oh, here.”

     Gratefully she accepted the towel he handed her for her dripping body. Being a Pegasus, she was slightly miffed at the feeling of moisture running through her feathers, and soon set to work flapping out the dampness. Dumbly she forgot about the drying stallion sitting right next to her; and in her vigorous effort to get the water off of her wings, she ended up showering him with water droplets. He wiped it off with a laugh.

     They sat together, toweling off in a comfortable silence, with Derpy enjoying his closeness as well as the warm sunshine heating her back. When all at once a curiosity sprung, and she asked, “So, where to next? Doctor?”

     “Anywhere or when, you want.”

     Surprised, Derpy turned to him. “Really?”

     “Of course,” said the Doctor quietly. He had his eyes closed and was leaning his head back towards the sunlight. “This break is for you, after all.”

     Derpy meditated upon it. She could go anywhere (or when; time travel could be confusing) she desired. There were so many places to go and creatures to meet, how could she possibly choose? The Doctor had shown her so much already. Half mindfully tugging on a blade of grass, it occurred to her at that precise moment how content she was with just sitting alongside the lazy river; she noticed that a few ducks were waddling in procession across the far bank, quacking noisily among themselves, and she focused on a nearby bumblebee buzzing in a circle on a flower.

     “So? Where will it be?”

     Recoiling from her scrutiny, Derpy looked over to find the Doctor staring expectantly at her. His handsome features alight in the brilliance of the day; their towels dripped from across his shoulders; and she felt her cheeks grow warm when she realized she still hadn’t answered him.

   “O-oh! Well,” she lowered her head, “I think I’d like to stay here . . . for a bit . . . in Ponyville.” Derpy braced herself for some disappointed response; however, the Doctor, seemingly distracted by something on her face, only appeared lost for a moment.

     “Err, Ponyville?” he said. “Oh Yes! Yes, that’s fine. Wonderful actually. Yes, let’s do Ponyville.”

     Promptly he turned and said nothing for a while. Derpy didn’t mind. Lying down beside him, she stretched out her wings lazily across the grass, feeling the sun’s heat, and was pleasurably satisfied. Birdsong, she casually listened to, and the wind trickling through the tree leaves and then through the swaying stems of wild flowers and greens. The sky she also noticed drowsily was that of a soft, paling blue. Her eyes drifted shut. Only to pop back open again when she released that the Doctor still sat next to her, more or less vigilant.

     “Um . . . Doctor . . .”

     His staring was making her uncomfortable, though she knew it was most likely boredom that dwelled in his thoughts. He never was one for sitting still beyond a few odd instances. She sighed.

     “Would you like to go for a walk or – or something?” The Doctor’s lively expression rebounded at her proposal. Bouncing up, the stallion stooped courteously to help her to her hooves, before gazing around with his ears pricked.

     “Where to? Here, there, over the bridge. Love the bridge by the way. Oh I know! How about a walk through the Everfree forest?” he suggested, flashing his signature grin. “I love the Everfree forest. You ponies find it terrifying – not sure why – if anything it’s just a regular old forest. Which reminds me, I do love regular. And, by regular, I mean my regular. You know, the type of regular I was used to before I came here and learned about your version of regular, which is irregular, I find, too often to be regular.” He blinked. “I’m sorry, what were we talking about again?”

     “Taking a walk,” she said patiently.

     “Oh yes! Taking a walk! Shall we then?”

     Derpy started to nod gaily, but seeing the rather frazzled arrangement of his hair as well as the towels he was still carrying, paused to reach up and tidy his mane. The expression on his face reddened slightly from its predominant golden hue and she bit back the urge to giggle: he flustered so easily. Within the minute she was moving back to admire her work, satisfied to find that his chocolate mane was sitting nicer; and her eyes took the favorable circumstance of being in close proximity to skim over his features quickly, stopping at his eyes.

     Certainly they were his finest and most distinctive trait: two shimmering pools, his eyes held the universe. In them she could see herself indefinitely . . . who she was . . . who she had once been . . . they threatened to pull her under deeper and deeper. Something infinite shown in them, yet she could never break past the surface. She stepped back.

     “Ta da!” Derpy exclaimed, clopping her hooves together. “Mane fixed!” Her eyes skimmed over the rest of him. “Now all that needs . . . Oh wait!”

     The Doctor paused at her sudden outburst; and she swooped in to remove the damp towels (leaving them folded rather messily inside the TARDIS) and then rearrange his green tie till it hung admirably between his shoulder blades.

   “Thank you, Derpy,” he said, grinning down at her.

     She ducked her head in embarrassment.

 

The sun shone brilliantly above the town square highlighting the small pearl fountain; and encircling the town hall, moved ponies of all shapes and sizes. Stomachs full of placid contentment, the ponies ambled along, crowding the green streets of houses, shops, and other small boutiques. There were no special events, and it being midafternoon, all were nonchalant.

   Derpy and the Doctor among them strolled alee comfortably, each taking in the average sights of dozing Pegasus, playing foals, and horse-powered buggies. Because let’s face it: besides being witness to a few crazy occurrences (sometimes every week it seemed), Ponyville was a quiet town. It was not hustling like Manehattan or home to the rich and celebrated like Canterlot – Ponyville was Ponyville. Families’ here worked for a living, took pride in the simplistic lives they led, and rarely departed. The town wasn’t run down or anything but wholesome. Supplementary to that point, Ponyville also was what some ponies would refer to as a ‘half nudist colony,’ seeing as the majority of the population existing there did not adorn themselves in any clothes, or if they did, dress supremely fancy.

     Derpy herself was not huge on vesture. In fact, for as long as she could remember she had lived without wearing anything. It wasn’t because as a filly she hadn’t been interested in dressing up and looking pretty, but rather, because she hadn’t wanted to attract any more attention to herself than was _absolutely_ necessary. Thanks to the _strabismus_ she suffered in her eyes, Derpy attracted enough unwanted onlookers and gawkers. All she had ever really wanted was to fit in, and while most ponies had grown tolerant of her visual difference, there were times when she wished she could disappear.

    Presently, her hair was long, and she wore it loosely braided in a style that fell over one shoulder. Her blond bangs were kept short, sometimes falling into her eyes, but as you can imagine that didn’t bother her. She kept her key to the TARDIS raveled tightly around the end of her braid, so she had easy access and didn’t have to worry about misplacing it. The thought alone made her heart jump.

     Together they explored the streets side by side: with the Doctor, seemingly in one of his more reflective moods, babbling his head off about something to do with water (she guessed), and her walking silently alongside him, listening to him speak.

     “ . . . And thus we do and do not step into sameness twice. To think that all things come into being by conflict of opposites is ridiculous, because not everything that is, or was, or happens to be, has one true self. There are always many. I believe in a heap of good and bad things because different times call for different sides. Do you understand? Each of us are many, many things. But despite that, who defines what is and is not right or wrong? We do. We all do. There is nothing wrong with that, I mean, if you’re aware of the constant changing and transforming. However! So _many_ live like sleep walkers, awake in a different world entirely. Always condemning what they don’t understand, without first trying to determine just what it is they don’t understand. But, anyway, you’re probably wondering . . . ”

     Derpy nodded her head out of habit – accustomed to the Doctor’s mood swings and speeches – and was taking in the familiar sights as they sauntered along on hoof (since the Doctor could not fly) with her wings folded tightly against her sides. When out of nowhere, a mouthwatering aroma plugged her scent glands, causing her ears to perk and legs to stop, as she delved high and low for the source of the heavenly fragrance. Finally, locating it at a nearby bakery.

     “Doctor!” Derpy squealed, interrupting the stallions’ lecture by tagging him on the shoulder. “Can we stop at Sugarcube Corner for a freshly baked muffin? Please –?”

     The words may have tumbled out faster than she intended because for a split second the Doctor just stared at her, mouth still ajar. However, at her pleading expression, he blithely relented.

     “Oh, I don’t see why not –”

     “YAY! Let’s go!”

     Grabbing his hoof, Derpy began to yank the Doctor towards the flowery bakeshop using her silver wings as leverage.

     “Alright, alright – I’m coming!” he exclaimed, laughing, but she led him along anyway.

     When they arrived Derpy was slightly surprised to find an outside courtyard laden with ponies, lattes, sweet-smelling pastries, and dainty square tables. Her narcosis was soon forgotten though and she plowed on through to the pink wooden door; a gust of wind greeted their entrance, smelling of delicacies so divine Derpy couldn’t help but sit back and inhale. The Doctor brushed up against her.

     “Um, Derpy,” said he.

     She turned absentmindedly to find him holding out a handkerchief for her. Confusion clouded her features.

     “For your mouth,” whispered the Doctor, when she did no more than stare at it. She brought her hoof to her lip. Oh. Her ears burning, Derpy accepted the handkerchief and proceeded to wipe away the streaks of dampness gathered at her muzzle.

     “Thanks,” she murmured, and the gold stallion smiled earnestly, seemingly not the least bit ashamed to be out in public with her. Together they approached the counter.

     “And what can I get for you two?” Mrs. Cakes asked jovially, her red lipstick appearing bright against the baby blue pigment of her coat. With averted face, Derpy waited for the Doctor to speak.

     “Hello, yes, we will take two muffins. Doesn’t matter what kind.” She felt him peer down at her. “Actually no, scratch that, I think we’ll start with a dozen.”

     Derpy felt her insides brighten up at that, her embarrassment fading; and they moved off to take a seat at a round table closest to the window. The sitting spot was distanced from the other tables, much to her relief (while she had grown accustomed to ponies ogling at her, she was not utterly oblivious to their whispers). However, her self-consciousness was soon abandoned as conversation about the floral décor drifted into something laughable. Eventually, of course, their warm talk lapsed into a comfortable silence that loudened with the sounds of chewing. Her eyes squeezing shut every time she prepared to take a bite, she savored the warm flavors that danced across her tongue and ran inside her stomach. Memories of the cold, whipping winds of Snow flashed momentarily in her mind, causing her to shudder visibly and re-open her eyes. When she did, she noticed that the Doctor was studying her from across the table.

     The corners of his mouth lifted.

     “So!” he said brightly. “Enjoying ourselves, are we?”

     “Yep!” she agreed. Then thought about it for a moment. “It seems sort of strange, being back, but sort of comforting too.”

     The Doctor sipped his tea. “Quite right, Derpy. It is good to be back. I had forgotten how charming this little town was – everything’s charming really – we’ll have to start visiting more often,” he suggested, and since her mouth was full she nodded with her head eagerly. His smile thinned.

     “Tell me, do you miss being here? In Ponyville, I mean.”

     “Of course! Ponyville used to be my home.”

     “Home,” repeated the Doctor. He sighed. “Yes, I suppose you would miss it.” He seemed to retreat into himself a moment, still meeting her look, before his blue gaze softened. “Home. Always nice to come running back to, isn’t it?”

     Slowly Derpy placed her half eaten muffin back on its plate, feeling taken back by his sudden change in mood. She shouldn’t be, she knew. The Doctor was like this sometimes. But, still, she wondered why he had brought this up. When the reason dawned on her, and understanding flooded her joints. She shook her head.

     “It _is_ , but this isn’t my home anymore. My home is with you and the TARDIS now. Where you go, I go,” she said, smiling as she added the last part. It was true. Derpy would always love Ponyville, but her true place lie with the Doctor, wherever or whenever he may be.

     Her answer seemed to satisfy the stallion, because he didn’t breath another word about it. Instead he took another drink of his tea and watched through amused eyes as she finished her muffin; his small chuckle morphing into a hearty laugh when she shoved the whole thing into her mouth, choked, and had to spit it back out. Seeing the Doctor for once so carefree and unburdened caused Derpy to forget about everything else. Fate had brought them together in a state of bliss, and for that one moment _,_ she couldn’t be happier.

     And then suddenly came a loud cry from outside, followed by a series of screams. Both she and the Doctor looked to the window, but were met straight away by the sight of an incoming object. Headed directly towards their sitting spot.


	3. Chapter 3

**Summary for the Chapter:**

> The Doctor receives an operation that leaves him physically altered and battling an internal conflict. And it is up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.

**Notes for the Chapter:**

> And here it is, chapter two (or three?) of the story. Please enjoy - and remember that feedback is always welcome.
> 
> *I don't own MLP (FIM) or Doctor Who (BBC). However, all else belongs to me.

Derpy shrieked, dropping her muffin, but was tackled to the ground by the Doctor whose reaction time was quicker. He shielded her body with his own from the glass shards that rained down upon them before moving off to inspect her for signs of injury.

     “I’m fine . . . r-really,” Derpy wheezed, struggling to catch her breath after it being knocked out of her. “Just . . . help me up.”

     He did – assisting her up from the side – and she gasped at the great deal of damage that had been done to where they had been sitting daintily, eating muffins and sipping tea, just moments before. A wooden rod had struck the far wall and broken pieces of the pink-stained window were thick on the floor.

     “Doctor . . .” she turned, but the brisk stallion was already galloping to the door, sonic screwdriver in mouth. “Wait!” she began, but stopped herself, knowing it was useless. The Doctor wasn’t listening. His focus lay on the happenings elsewhere, not on a dazed mare’s pathetic protests.

     “O-oh my . . .”

     Derpy spun around at the sharp intake of breath to find the plump figure of Mrs. Cakes peeking out from behind the counter, her stark blue face unusually white. Derpy lowered her wings in surprise, thankful that the mare had been keen enough to duck behind the easel, but not really sure of what to say. When quite suddenly, a lemon coloured stallion wearing an apron burst through the back kitchen doors in a frenzy of swings and kicks. Derpy wasn’t really sure of just what exactly he was trying to fight off . . . or even aim to hit for that matter. But her body froze back up all the same.

     “Sugar dumpling – are you all right – I heard a loud crash –” Mr. Cakes paused abruptly, mid swing, and stared at broken glass. “M-my window!” Abandoning the pan he’d been waving, the freckled stallion came to a standstill behind his wife, who to this point still hadn’t moved from her half-hidden position behind the counter. Dumbly their eyes rose to meet hers.

     Derpy was roused from her remaining shock by an accented voice, calling her name. With a last rueful skim at the shard-covered muffins, Derpy hastily made her way to the entrance door – careful to avoid any glass edges on the way there – and pushed it open.

     Instantly she was met with an uproar of fearful screams and shouts, the quaint little courtyard having turned into utter chaos from when she had last seen it. Tables were overturned, umbrellas ripped, glasses and plates lying smashed all over the place. If Derpy had thought that the mess _inside_ was bad, it was absolutely nothing compared to what lay out here. Pity for the Cake family washed over her in a wave, along with a small bout of righteous anger. A pair of panic-stricken ponies fled past her and she turned to see what they – like many others – were fleeing from.

     She soon found out.

     Pony-like in structure but alien in everything else, the _creature_ was shocking _._ Its coat was a dark green – fading to black at the legs – with a visible chassis, high set of hips, and protracted limbs that over extended with each stride. It had an erect mane and tail that was long and greasy, but fell bodiless off its head, down its shoulders, and past its rump. The teeth on the creature were rancid; as molten lips pulled away to reveal pointed fangs, Derpy couldn’t supress a shudder. Yet, it was its eyes that really gave way to its repulsiveness. They lacked the pupil. Two milky-spheres, the eyes put her in mind of a void she had once seen whilst aboard the TARDIS. An endless, swirling mass of nothingness and film.

     Quite suddenly Derpy found herself unable to swallow when her gaze also heeded gaping _holes_ in the creature’s lower legs (quite literally as she found she was able to see right through them). The fractures – random in both size and spacing – oozed a watery drainage that no doubt contributed to the stench of decaying flesh in the air.

     Horrified, Derpy took an involuntary step backwards.

     The creature appeared to be stuck in something. Tangled in a web of rope, it fought tooth and nail to free itself: lashing out at anypony within striking range. It did so with incredible strength, ferocity, and . . . something else. As the oddity struggled, Derpy found herself looking into its large, empty eyes and thought she could see desolation staring back at her. Like it was _fear_ that drove it to such savagery.

       But, fear of what?

     The creature must have sensed her because its head deadlocked in her direction and its body grew still, eyelids twitching, before it inadvertently erupted in even more disorder than a foretime. This shocked her into flapping backwards into a broken table, her gaze locked on the creature.

     “Derpy! There you are! Where have you been?”

     The exasperated voice snapped her out of her terror-consumed trance. Peering around for the Doctor, Derpy quickly spotted him a few yards away pulling on a taunt piece of the rope with his forelegs. She rushed over, determined to tell him about what she thought she had seen.

     “Doctor –”

     “Are you alright?”

     “Yes but –”

     Just then the creature let out a roaring hiss and began twisting harder than ever against its restraints. Thrashing and spitting, with its pale optics full of venom, the sudden skirmish nearly jerked the rope right out of the Doctor’s hooves, extracting a laboured grunt from the stallion as he strained to redeem control of the situation. It was then Derpy realized that the rope interlaced with the creature was woven around one of the fence posts tracing back to the Doctors forelegs, so that essentially, the aberration was pinned there. Or at least that was the idea.

     “This was only supposed to be temporary – ” the Doctor huffed, his shining back now inches from the dirt stirred ground. “I may have gotten myself into a bit of pickle – of course, this would have been easier had that filly not – ”

     The creature lurched itself at them, dragging the Doctor across the soil and compelling Derpy to rush forward and grab a hold of the rope. It stunned her. Gripping the rope, she could actually feel the oddity’s immense physical strength and power pulsate through her like a circuit; its hatred and fear evident in each jolt, each hiss of foul breath. Derpy was woven stiff. If it weren’t for the Doctor heaving directly behind her, she probably would have flown away right then and there. However, his unyielding presence lent her courage. Tightening her grip, Derpy dug in her hind hooves and hauled back on the rope for all her worth.

     Together they managed to gain some ground; bit by bit broadening the distance between themselves and the furious creature. Unsurprisingly though, their tiring bodies were no match against its seemingly limitless endurance; and they soon found themselves being hurled towards the fence en route of the creature.

     “To the side – Derpy – to the side!” the Doctor gasped from behind her. “Swing to the side – and whatever you do – _don’t let go_!”

     In compliance Derpy angled her body parallel to the way-too-close-for-comfort creature and began to pull in said direction. It wasn’t easy, considering the creature fought them the entire way, but it did work. They swung a complete 45, colliding with the fence, where Derpy was then able to latch onto a bar and prevent any further sliding via the still aggressing mutant. Hurray. As Derpy watched it spit and tear at the rope situated against its chest, she felt a chilling fear claw a pit through her stomach. The creature was too strong.

     “The plan – Doctor! – What’s the plan?” she called out, desperately, battling the impulse to drop the rope and flee.

     “Hold tight! And don’t let go!”

     “That isn’t a plan!”

     “Why not?” he huffed. “Makes sense to me.”

     The gnawing creature was nearly through the rope. She felt the back of her throat restricting and the blood roar in her ears.

     “Doctor!”

     “Alright, alright. I’ve almost got it –”  

     Derpy didn’t wait for him to finish. Her primal instincts kicking in, the panic came on her again and she was dimly aware of body backing wildly away. The rope slipping like putty from her hooves.

     “ _Ditzy_!”

     Derpy snapped awake at the sound of her name, but already it was too late. With her added weight leverage gone, the Doctor quickly lost his handle on the rope, setting the creature free. Disentangled from its prior restraints, the loathsome creature embraced its newfound liberty much like any other ticked off individual would: it lunged for her throat, only to be deterred by the Doctor and his flashing Screwdriver. A filly screamed from somewhere in the background, hollering out loud for its mother, and the creature took that brief distraction as an opportunity to escape. Hurtling through the fence, it tore the gate clean off its hinges before hightailing it down the street with a hiss, causing a crowd of bystanders to scatter like a group of mice.

     Derpy kept her sights glued on the creature’s vanishing profile. Heart thudding, she felt her silver wings go slack and tried to master her breathing. She wasn’t sure how long she stood like that for: in the middle of a ravaged courtyard, with pieces of baked goods lying mushed here and there. But eventually, she became enrapt of a solid hoof gently shaking her shoulder.

     “Derpy, look at me.” The Doctor’s voice was soft, elevating the shame and self-loathing within her. “Look at me,” he said again, this time with a little more force. Slowly she brought her eyes up to look at him. His damp dark mane gleamed and he looked battered and sooty from having been dragged around in the dirt, but his eyes glowed with a fiery spirit that somehow managed to fuel hers.

     “Derpy, listen to me. I don’t blame you for what happened.”

     “But Doctor – ” Derpy protested weakly, but he silenced her by pressing a hoof against her lips.

     “No, listen,” he said, again in that quiet, firm voice. “What you did was . . . instinctive . . . you followed your instincts . . . and that’s okay.” Seeing her doubtful look, gently, he took her face in his hooves. “Everybody gets afraid, Derpy. It happens even to the best of us.”

     “Even to you?” she inquired nervously.

     “Even to me,” he answered quietly. “It’s okay to be afraid.”

     Derpy wasn’t sure she believed him, but feeling warmth though his touch, smiled slightly. His eyes brightened when she did so. “There it is! There’s that smile!” he said, leaning forward to lightly bump foreheads because he knew she liked it. “Alright now?”

     “Yes.”

     “That’s a girl!” He released her. “Let me just return this filly-child to her mother, and we’ll be on our way!”

     Derpy blinked in surprise at the mention of a filly having thought they were alone . . . or as alone as two ponies standing in the middle of a battered panic zone could be. Only then did she notice the huddled bundle peering up at her from the Doctor’s side. It was an Earth filly, peach stained, with glowing cheeks, and a frizzy mane. Quickly, she recognized it as the filly that had screamed.

     Derpy looked up at the Doctor questioningly. He sighed.

     “Winkle here,” he gestured at the foal. “Got separated from her mother. I think I saw a roan mare take off – “ His eyes paused on something over her shoulder and, without explaining, he began to usher the foal in the vicinity of it.

     “Yes, yes. That’s it. Move along,” the Doctor said sweetly, brushing past her with the foal. “You want to see good old mum again, don’t you?” The filly, Winkle, started up at him with wide eyes as he prudently scooted her forward; those same eyes flicking back to meet with hers for a millisecond, before promptly returning to the Doctor’s. She must have judged him as trustworthy for the time being, because she clung to the stallion as if tomorrow was only a far possibility and allowed herself to be pulled along with little to none resistance.

       Derpy watched them go, trying to ignore the glow she felt in her stomach at the sight of the Doctor trying to coax the filly to let go of his leg. He wasn’t long. He reunited the filly with her dam (how exactly he had known who it was, she had no clue, but the mare pushed through the small crowd to claim her), pausing to smile as the two embraced, before whizzing back to her.

     “All set?” Her extended wings answered his question. “Brilliant! To the TARDIS!”

     And with that, Derpy took to the air and followed the fast-moving stallion all the way to the TARDIS.


	4. Chapter 4

**Summary for the Chapter:**

> The Doctor receives an operation that leaves him physically altered and battling an internal conflict. And it is up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.

**Notes for the Chapter:**

> Next chapter is up! 
> 
> Just a heads up, I will never provide a chapter to chapter summary of what is going to happen. I believe in the suspense of not knowing where the story is headed. Some chapters will be longer or shorter depending on the events that take place. 
> 
> *Disclaimer: I don't own MLP (FIM) or Doctor Who (BBC). However, all else belongs to me.

_“And . . . We’re here,” the Doctor said excitedly, moving his hooves over the numerous_ handles and controls stationed on the TARDIS console. Derpy’s stomach did a jump at his words. She couldn’t help it. Up until then she had sat back a ways, watching him work with something next to fascination, but now her eyes were filled with ugly images of the creature.

     The creature she let get away.

     Derpy cursed herself for being so weak. If she had just held onto the rope . . . not let go . . . . Derpy’s eyes smarted with hot tears. If the Doctor was upset with her for letting go, he didn’t show it; the stallion was his usual cheerful self: spinning around the console with ease and vigour. “Not that he would understand anyways,” she thought unhappily. “Everything always comes so easy to him.”

     Derpy could tell that the Doctor was waiting for some sort of response but she didn’t know what to say. Part of her wished she could just sit this one out, maybe not chase after that . . . thing _._ Of course, Derpy didn’t speak that out loud. Instead she mustered the finer of her feelings and said,

     “G-Great! But, um, where exactly is here?”

     The Doctor smacked a hoof against the console. “That’s a good question!” He checked the monitor. “Huh. That’s strange. According to the TARDIS monitor”– he squinted carefully – “we’re on an island.”

     Derpy’s eyes bulged. “What? An Island?”

     The Doctor was nodding his head. “Yup. Located just off of Bridle Shores to be exact. Though, that’s not what I meant by strange. Well, it is. But I was referring more to the strength of the signal. I imputed the creature’s frequency as coordinates and the TARDIS managed to lock onto them directly, transporting us here. But it shouldn’t have. The creature was still in Ponyville last we checked, therefore the signal should have been too. And yet . . . here it is! Clear as, well, anything . . . and the TARDIS is very rarely wrong.”

     Derpy tilted her head in confusion. “F-frequency?”

     “Yes, I scanned the creature before you arrived. Its reading was Pony DNA and Changeling DNA transfused together. That’s how the TARDIS was able to track it.”

     “But . . . that’s impossible!”

     The astonished Doctor looked up. “Ditzy Doo! I am shocked that you of all ponies would say such thing,” he chided. “Sometimes the impossible does happen! The universe is big. Anything’s possible.” He tipped his head. “Though I do agree with it being a bit odd. In any case, it is a matter that needs solving . . . Shall we?”

     The Doctor was smiling straight at her from across the console; the cast of the TARDIS centerpiece sheading his smooth features in a blue light. When she didn’t respond, he added more softly, “you don’t have to you know.”

     Derpy’s throat tightened at the insinuation, but she quickly shook her head, recalling something she’d said to him back at the cafe. “Don’t be silly! Where you go, I go, remember?” she said, shyly and yet proudly. The Doctor beamed.

     Taking a moment to re-adjust his green tie, the tan coloured stallion breezily lead the way over to the TARDIS entrance where he seemed to straighten up completely before opening the door up a crack and poking his head through. A second later, he pulled the door open wider. Derpy expected to see a mass of vibrant green trees with vines and fruit, or a sandy beach hugging tropical water. What she didn’t expect to see was an empty grey passageway.

     “Um . . . Doctor . . . are you sure the TARDIS took us to the right place?” Derpy asked, staring confusedly over his shoulder at the bare-naked walls and high ceiling.

     “Ninety-nine point ninety-nine percent!” he assured, before stepping out of the TARDIS and into the corridor. Subsequently, Derpy followed.

     The access she soon realized was abundant. Longer from wall to wall than the outside width of the TARDIS and joining with an elevated ceiling that extended a passable distance above her head, Derpy rejoiced in the fact that she could still fly if she wanted to. Even if it was only a few feet off the ground, she was a Pegasus not an Earth Pony. Being grounded made her feel like a caged bird.

     However, as Derpy took in the immense grey that shone out of every crook and cranny, she couldn’t supress a sudden feeling of panic. The air around her was cold and sterile-tasting, as though it had been filtered through and it irritated her throat slightly. Screaming in her ear was an eerie silence so loud it almost seemed to bounce off the walls and fill the entire stretch of visible passageway and then some. Everything about the corridor seemed immensely _put-on_.

     Not that there necessarily _was_ anything to fear. Heck, chances were she just wasn’t over the ordeal they’d had with the creature. (And who would be? Yuck! That thing would give anypony nightmares!). Dialling her attention back to the Doctor who had wandered over to inspect one of the walls, Derpy flew over to see what he was scanning. “Its incredible!” he said upon her approach.

     “What’s incredible?”

     “This! All of this!” He gestured excitedly at the wall with his screwdriver. “It has spiders silk in it! Can you believe it? _Spiders silk!_ I was expecting steel or some form of rock but this – not this – this is far too advanced for you Equestrians . . .” He paused. “No offense.”

     “None taken,” Derpy assured.

     “Anyway, I’ve witnessed your kind’s capacity for brilliance. How you are somehow able to influence the elements around you using your individual talents or genetic abilities and defy all laws of gravity. The Unicorns, with their horns and _magic_ –” he coughed at the word magic “– the regular ponies, like myself, with our supposed strength and connection to the land, and then you, Pegasus, who can manipulate the weather using your . . . wings.” He coughed again and Derpy steeled herself for another lecture.  

     “Though I still don’t understand how that works, I mean really, how is it even _possible_ for you fly? Realistically, your wings are too small to support your body weight and you couldn’t fly! Again – you defy all laws of gravity! That includes the fact that you can _walk_ on clouds which is honestly _no_ different than walking on thin air, because that’s literally all it is! Water vapour! I step up there, and I fall through!”

     “Doctor, I’m not sure–”

     “I get that your race has _magic_ on their side but not even that is _limitless . . ._ I’ve never encountered a race so dependent on their magical capabilities! I’m not even kidding! You have two Princesses _that_ _raise the sun and the moon,_ _each day and every night._ Do you Ponies not realize how dangerous that is? That if both Princesses were to simultaneously _die_ you would be stuck in either eternal darkness or light? That is unless someone–”

     “Somepony.” Derpy automatically corrected; and he smirked.

   “Yes, that. Unless _somepony_ else figures out how to do it.” Another pause. “Okay, so maybe pretty much anything IS possible in your universe. Regardless . . . magic is _nothing_ without an idea. I’m not saying that your race isn’t brilliant, because it is, but for goodness sake with all the power you Equestrians have one would think–”

     “I GET IT!” Derpy cut him off. This conversation was getting out of hoof, and she wasn’t comfortable with where they were currently standing. “We defy rationality and don’t manage our resources well, okay? Now can we please move on?”

     The Doctor was staring at her wide-eyed, seemingly amazed about something. She tipped her head quizzically.

     “What?”

     “You used the word rationality,” he said innocently. Derpy groaned.

     “ _Doctor_ . . .”

     “Fine, fine. I’m just not used to–”

     “DOCTOR!”

     “Alright! Sorry! Moving on . . .” He glanced down the corridor that was partly blocked by the TARDIS and then up ahead at the one that veered off out of sight. “Hum. Both routes appear the same, though we both know they lead to different sections, either one is as good as any I suppose.” He smiled sheepishly. “You pick.”

     Derpy stared at him sceptically, not ready to let him get away so easily, but turned to look down each end as he had done. She pointed with her wing at the open route ahead of them. “Well, then, how about we go this way?”

     “After you,” the Doctor said politely, and Derpy resisted the temptation to roll her eyes at him. She loved the stallion to absolute bits but there were times when he could be _really_ degrading. As they turned to proceed down the level hallway together, the Doctor slipped his sonic back in the leather holder strapped to his foreleg. Derpy paused to watch him, suddenly feeling shy.

      “Let me guess . . . _Andiamo_ , right?”

     The stallion grinned. “Couldn’t have said it better myself.”


	5. Chapter 5

**Summary for the Chapter:**

> The Doctor receives an operation that leaves him physically altered and battling an internal conflict. And it is up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.

**Notes for the Chapter:**

> Feedback is always appreciated. 
> 
> *Disclaimer: I don't own MLP (FIM) or Doctor Who (BBC). However, all else belongs to me.

_The grey. It was everywhere._

     It was all Derpy could think about. Less that they were on some foreign island unbeknownst to her, but that they were wandering through a chilly tunnel, blindingly surrounded by a suffocating grey.

     It had been all right in the beginning, the grey, but that was only because some things required time to be properly noticed or felt. It was only after that time passed, when the thing neglected became the thing the eye could no longer miss, that it finally overwhelmed oneself. And it was not even a nice grey. It was a dark, steel-toned grey that loomed over them like dry death itself.

     No wonder she couldn’t get the inescapable color out of her head: for it was everywhere she looked: the floor, the ceiling, the right wall, the left wall. There was little else to concentrate on.

     It was not that they had been walking the passageway for hours or anything, it just felt as though it had been forever; the channel was endlessly long, with no exit ever in sight, and presented to them was never anything they had not laid eyes upon afore. The turns were round, the stretches that followed lengthy, and then, the same thing repeated. Again. And again. And then again.

     So, yes. Derpy’s mind was filled with a lot of grey.

     This so-called exploration of the passageway hadn’t bestowed them with any fresh leads regarding the creature, and to make matters worse, even if they DID happen to cross paths with the creature (or _any_ creature she reminded herself), they had yet to find a single way OUT of the tunnel. In other words, they were stuck. And if it weren’t for the TARDIS being parked somewhere back a ways in the tunnel, they would be literally stuck.

     Oh adventuring could be such fun.

     Derpy stared up at the horizontal lights that ran perpendicular across the ceiling, squinting at the contrast of bright sometimes-flickering light against dark. Absentmindedly she noticed how the lights followed each other in a strict line, one starting after another cut off, and how the luminescence guided her way forward and trailed her invisible tracks; causing her to wonder, for a split second, why the lights were even on at all when so far they had encountered not a single other living soul. It was just they: the Doctor, and her. Right?

     Her eyes returned to the Doctor who trotted out in front, his chocolate brown tail bouncing out behind him, and she wondered. She wondered, she wondered, she wondered.

     Of course they were alone: the fact that they hadn’t seen anypony else proved it. Surely by now they would have come across _something_ had it been down there. But they hadn’t. The corridor was empty; their voices echoed when they spoke, and there was nothing to indicate that anything WAS there, except for themselves, and this forever-existing grey.

     Maybe this passageway had been abandoned. Maybe the lights left on a mistake. Perhaps the signal that brought them here was just a fluke. The Doctor _had_ said that anything was possible, right? Either way, they had yet to see anything even remotely dangerous . . .

     So what was she so afraid of?

     Derpy wasn’t psychic. She couldn’t read minds or predict the future, or do _anything_ remotely mind-blowing. Not like the Doctor or Pinkie Pie could: him with his weird Time-lord abilities, and her with her renowned ‘pinkie sense’.

     Heck.

     Derpy couldn’t even do what most _ordinary_ ponies could thanks to her misaligned eyes. So in that sense she was different, but was not in anyway supernatural. She didn’t have super hearing. She couldn’t cast any spells. Though, now that Derpy was thinking about it, she was pretty sure she was jinxed.

     Point was: Derpy had only her natural senses to go by, and right now, her body was a case of nerves. She didn’t know why, but she couldn’t shake the feeling that something was seriously _fake_ about the tunnel. As though they were in a plastic dollhouse set up to look _real_. And their Puppeteer . . .

     A shiny dampness was gathering above her top lip and on her brow despite the biting cold her body felt in the passageway. She wiped it off with one wing, and kept walking.

     The Doctor was still further ahead of her in the corridor; his gait consistent and smooth, his finely shaped ears channelled for sound. Even without seeing his face, Derpy could tell that he was smiling. That he was absorbed in prospect of discovering something new, hopeful that they would come across the creature. She knew he wasn’t afraid. That his legs didn’t tremble slightly with each step, and lungs didn’t feel starved for more air.

     And why would he be? Nothing had happened; the tunnel was still empty, the walls still grey, the ceiling still dimly lite. They were completely alone. Chances were Derpy’s fear of the creature had just clouded her thoughts, causing her to look for things that weren’t even there. Silly her. All riled up over nothing.

     Still, Derpy didn’t _feel_ safe.

     The passageway was deathly quiet now that the Doctor was a ways up ahead. The faint clip-clop of his hooves nothing more than distant echoes. A large part of her felt the need to catch up, the risk of falling too far behind buzzing about her like a bee getting ready to sting, except something on the wall caught her eye: a small flicker.

     Derpy shook out her wings, certain that it was nothing, and continued to walk. “It’s just my imagination,” she told herself, “it’ll go away if I ignore it.”

     And it did. When she glanced back, it was gone. However, the moment Derpy moved her head, she saw it again: just a tiny glimmer, in the crook of the ceiling, almost too minor to see.

     This time she stopped. _What_ was _that?_

     As Derpy studied it, squinting, as her sight was already limited and the flashes were difficult to perceive, she could have sworn that the tiny spark of light didn’t actually reflect off the grey metal at all. Instead, it seemed as though every time the ray appeared it projected slightly _out a ways_ from the corner. Not on it, exactly, but off of it.

     Derpy’s immediate instinct, of course, as a Pegasus, was to fly up there and check it out: to scrutinize it up close, or touch it, or (to imitate the Doctor and his odd ways) maybe even lick it. Find out everything she could about it: to prove herself wrong: that there wasn’t anything to be frightened of.

     However, Derpy’s wings refused to work. She remained, just standing there, golden eyes glued on the flashes. Until she was certain.

     This wasn’t her imagination.

     “Doctor!” Derpy yelled, hollering his name as loud as she could into the silence. At first she feared he hadn’t heard her, that her loudest, hadn’t been loud enough. But then he came. Zipping around the corner at a speed that would shock even Celestia, the Doctor skidded to a halt in front of her, barely even winded.

     “Ditzy! What is it? What’s wrong?” His piercing blue eyes searched hers acutely, searching to see if she was hurt or for any signs of danger, and she blushed at the worry she saw etched on his face.

      Worry, for her.

      She slapped herself inwardly. _Now really wasn’t the time!_

     “I-I think were being watched. I can’t explain it. But . . .” She pointed with her wing at the faint glint above their heads. “Look.”

     They both gazed up at it. The Doctor, seeing it for the first time, had a face full of curiosity when he asked: “what IS that thing?”

     “I don’t know. I just, sort of, noticed it when I was walking by . . .” She turned to face him. “Do you think it’s important?”

     “Well, there’s only one way to find out.”

     Whipping out his Sonic from its black leather keeper, the Doctor aimed the end of it at the crook of the ceiling and buzzed, amplifying the spark to grow and take the rough form of a cylinder, before it collapsed. Leaving an odd looking gimmick, with a lens attached, in its place.

     “A security camera!” Derpy gasped. Having seen one of those before on an earlier occasion, she knew full well what purpose they served and what spy capabilities they possessed. She had been correct . . . Somepony _was_ watching them . . .

     “A cloaking device maintained by magic,” the Doctor murmured beside her. “It must have been damaged somehow, that would explain why specks of the shield were visible to outsiders.”

     “But what about the creature . . .? Is it the one who’s watching us?”

     The Doctor waved a hoof. “Hold on – the TARDIS brought us here because _this_ is where the signal was the strongest. So far we’ve encountered nothing yes, but that’s only because the creature . . . _isn’t actually here._ ” He facehoofed. “Oh how could I have been so _stupid_?”

     Derpy’s heart sunk. “W-why? What is it?”

     “It’s a trap!”

     No sooner had the words flew out of the Doctor’s mouth then two massive metal walls fell crashing down from the ceiling on either sides of them, blocking both passage routes and their means of escape.

     She hated being right.


	6. Chapter 6

**Summary for the Chapter:**

> The Doctor receives an operation that leaves him physically altered and battling an internal conflict. And it is up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.

**Notes for the Chapter:**

> Next chapter is up. Please enjoy - and remember that feedback is always welcome.
> 
> *Disclaimer: I don't own Doctor Who (BBC) or MLP (FIM). However, all else belongs to me.

_So they were trapped. Like two little birds in a wire cage, the Doctor and her were_ confined to this square box of metal. Only it was worse, much worse; unlike a birdcage, they could not see out nor did there appear to be any incoming airflow. She felt as though they were under scrutiny: every little movement being recorded through the security camera positioned in the crook of the ceiling; and Derpy wanted nothing more than to just get away.

     Rest assured traveling with the Doctor had brought forth its share of tough situations. If anything, it was to be expected. The Doctor and ‘adventure’ were closely associated in the sense that both were attracted to each other: what most would typically consider extreme, he found _exciting_ , as though it were something to be explored and unwound. In her eyes, he whiffed out the uncanny as if it were his lifeline. Nothing fazed him -- unless it threatened the stability of a race or planet, that is, then he sobered up, though his mood of playfulness had a tendency to linger.

     This time, however, was _different_. It felt different. Just as if this was the _real_ thing and not just some granny stepping out from behind a curtain to say, “boo.” These tunnels – as Derpy was beginning to realize – were _elaborate_. They weren’t just cold and sterile tasting, but _secretive_. If not for the ‘flicker,’ she could never have guessed that there were hidden security cameras. She’d figured that somepony was following them in the flesh, not tracking their movements through a screen.

     And, if invisible security cameras existed down here . . . who _knew_ what else these walls kept concealed. Derpy was pondering that very question in her mind when she flicked her gaze up at the camera: only to see two ash-coloured sprinklers drop into form simultaneously above their heads and begin to seep a green vapour. Immediately, her breath hitched in her throat.

     _“Doctor –”_

     “Already on it.”

     Fumbling around for a second with his sonic, the Doctor _finally_ pointed its tip at one of the metal walls and buzzed: re-activating the wall’s release mechanism. Derpy was very much relieved when the wall went up just as quickly as it had come down. Thereby, freeing them from their ‘gassy prison box,’ and opening back up an escape route.

     Or, so she’d thought.

     Much to her complete shock, two heavily clad figures were already waiting for them. They had a frightening appearance: what she could only surmise to be equine bodies were indistinguishable beneath their mechanized suits. The armour they wore shining primarily black with the visors on their helmets glowing a menacing red, various tubes and cables could be seen running between thick plates of armour; and every time one of them sucked in oxygen you could hear it crepitating loudly through their breathing mask. Oh, Celestia . . .

   The only thing that didn’t immediately startle her about their appearance was the colourful tails she saw bouncing off their behinds. She didn’t know what to think of those.

    In any case, what really threw her off was when the robot ponies neglected to come at them right away. Now, that was surprising. Derpy had expected them to come charging the moment the wall had revealed her and the Doctor’s unsuspecting forms. However, they didn’t. Instead the armoured ponies stood motionless a little ways down the hall with their visors turned towards them . . . Facing them . . . but not raising any weapons . . . just . . . standing there. Almost as though they were waiting for one of _them_ to do something. _Try_ something. The thought made her nervous, but it also gave her hope. She licked her dry lips before stepping forward.

     “ _Ditzy_ –”

     The Doctor’s warning came too late.

     In a split second the armoured ponies defense systems had activated. She watched with growing fright as the metal plates on their sides shifted, receding back to accommodate, what appeared to be, two wireless long-range electric shock weapons – (Derpy had attained partial knowledge pertaining to weaponry after a mishap in the TARDIS library led to her to skimming through a book attributed to said subject. It had been of little interest to her then, albeit of late, it had been proving its worth) – poised in their direction.

    Stumbling backwards into the Doctor, Derpy found herself paralysed to the spot when the _ponies_ moved in on them. It wasn’t until the Doctor had grabbed her gruffly by the hoof and sent her reeling ahead of him that Derpy snapped back into reality.

     Oh, fluff.     Oh, fluff.     _Oh, fluff._

   Holding back a scream, Derpy immediately took off running. She rushed past the visible security camera, not caring that it rotated to capture her movements, before ducking under the other wall that was disappearing up. The ground trembled beneath her hooves, causing Derpy to glance back momentarily at the Doctor who was pulling up to her side.

   “Blimey,” he gasped, “whatever are those?”

   “What . . . is . . . what?” she asked, breathing hard.

   “Why those flimsy – _colourful_ things hanging off their bottoms.”

   “You mean . . . their tails?”

     The Doctor’s eyes widened. “Is that what they are?”

     Derpy heard loud clunking noises coming up behind them; and nearly freaked when electric shocks started ringing out. She prayed to Luna that these ponies had terrible aim or that their guns would malfunction, or that _anything_ would happen to prevent the two of them from getting hit. Another projectile whizzed past her side, forcing her to veer sharply to the left and into the galloping Doctor. He lost his footing when she bumped into him, but recovered quickly enough to help steady hers. As more shots crackled out, Derpy felt his nose graze past her ear.

   “Enough of this,” he mumbled.

   Skidding to a halt, the Doctor signalled for her to follow him as he turned to retrace their steps. She didn’t hesitate. For some reason didn’t think to. Her heart was already pounding when she tore after him, yet she didn’t think to stop.

     Derpy wasn’t very physical. Unlike the Doctor who had the sleek frame of an athlete, she was a lot plainer to see. Her body, though well proportioned, was clumsy. Twice, she tripped and nearly fell (mind that her small stature also called for shorter strides on the ground) whilst the Doctor kept ahead of her, sprinting determinedly towards the suited ponies that were still unloading electric shocks at them.

     Derpy knew she was falling behind. When the Doctor opened up, and she meant _really_ opened up stride, it was quite literally impossible to keep up with him. It was like trying to surmount a wily piece of prey; he was incisive, extremely light, weaving back and forth with staying power. She, on the other hoof, felt comparable to some delirious, cross-eyed pigeon.

     Oh, well.

     She had her wings.

     Lifting into the air, Derpy flew wildly in order to bypass a couple shots. She felt the searing heat radiate off one of the electrified ‘balls’ as it grazed past the side of her right cheek. The bright glow of the orb capturing the attention of her eye for the tenth of a second, before dissipating forever out of view. Stupefied, she glanced down just in time to see the Doctor weasel past the guards and take off like a flash down the passageway. Quickly, she flapped her wings after him.

     If there was one good thing about the high tech suits the ponies wore, it was that the bulk – and there was bulk – reduced their speed. Derpy and the Doctor had no trouble hightailing it away from the guards. They managed to escape around the corner; soon making it back to the very spot they had encountered their pursuers – beneath the unmasked security camera. However, it wasn’t until they had left that too, a ways behind them, that her heart rate began to lessen. Seconds ticked by. Slowly her breathing steadied.

     Had they gotten away?

   She didn’t know.                                                               

     But, at that moment she felt strangely happy. She started to convulse before she knew what she was doing. Then, suddenly, the Doctor was laughing too. They giggled in between breaths like a pair of innocents whilst still fleeing for their lives and, for the briefest of seconds, she imagined how they must appear to whoever was currently observing them. She clapped a hoof over her mouth to keep from roaring out even louder.

     It wasn’t until her fit had begun to subside did she notice that next to her the Doctor had broken off and was now glancing back, as if he’d heard something. A sudden quiet fell.

     “What is it?” Derpy asked.

     “Oh, oh nothing,” he told her, sounding distracted. “I suppose I just thought –”

     There was a low sound from down the corridor. A clattering, _scraping_ noise, like something heavy was being dragged across the wall, something whose heaviness then grew faint. Even then, she could feel the dread seeping into her, choke her, could feel her stomach beginning to fall –

     “I think we should go,” she whispered, turning to him.

   But the Doctor didn’t move.

   And once more, something sounded from down the corridor.

     Derpy listened, straining against the silence, but all she could hear was the stillness of the tunnel around her. She tried not to focus on the thudding of her heart and inched closer to the Doctor, her ears swivelling in the direction they had last captured sound. Nothing.

     And then something. Something she realized was the thing coming after them.

     Derpy peered down the dimly lighted corridor startled to find an argent hound watching them intensely from the corner. There was something not quite right about it. The hound faced them stiffly, its bloodshot eyes unblinking. But she couldn’t shake the feeling. There was something she couldn’t put her hoof on, something very _strange_ about the way the hound was watching them _,_ something –

     Then she knew.

    She knew from the way it was faintly shining, from the way its stony eyes held them in its glare, from the way its chest maintained an unmovable firmness, that the hound was not real. It was a faceless and skeletal machine whose steel body hummed continuously. The pale light from above flickering on bits of silver metal and on ruby eyes that followed them closely, its four legs braced under it on rubber-padded paws. There was nothing really _real_ about it.

     The blood drained from her face when she realized this. Derpy wasn’t sure why, but she found the appearance of the artificial hound unsettling. It didn’t move, just stared at them, it’s jaw-sliding open and closed in an automated motion, its insides softly whirring. When from the depth of the hound’s throat rang a low, rumbling growl that chilled her to the bone.

     “ _Derpy_ ,” the Doctor spoke up softly from beside her, and although she didn’t turn to look at him, her left ear swept in his direction.

   “I want you to very slowly, and very gently, back away,” he whispered. “Can you do that?”

     Derpy nodded her head yes, and carefully; they began to slink backwards toward the corner. They didn’t get very far. Abruptly, the vibrating beast spread apart its jaw to release a ballistic tube loaded with tiny flashing needlepoints, which it pointed in their direction, before then proceeding to mutely discharge a series of red-tailed tranquilizer darts.

   “Oh, _bloody_ hell --”

   She shoved the Doctor to get him moving.

    Lickety-split, they raced around the corner. Behind them she heard the fired darts harmlessly clink against the gray metal wall, and nearly broke down with relief at the sight of a blue box parked just up ahead. They were almost there. If they just held on a little longer, they could still make it, if they _just_ held on –

     Suddenly, a sharp pain pierced her rump. Followed quickly by another.

     She glanced back just in time to see the distinct outline of the hound standing open mouthed at the end of the tunnel coupled with more bright flashes of red headed their way. Her eyes widened, and in a prompt act of self-sacrifice, she lifted her wings in an effort to shield the Doctor.

     Derpy just wanted to leave, that’s all she wanted, was to leave. When she looked ahead and saw the TARDIS sitting there, waiting for them, she felt desperate to reach it. She didn’t care that the clunk of mighty hoofs had recommenced out of seemingly nowhere or that the sources of that sound were passing onward down the passage towards them. Only that she had to run faster, reach further; then it would be over. It would all be over. It had to be.

     In a few seconds her body slammed against the blue TARDIS doors. With her heart still pounding loudly in her chest, Derpy made a desperate lunge for one of the handles: making contact, latching onto it, before discovering another problem. She was suddenly too weak, much too weak.

     She couldn’t open the door.

     Suddenly, she wanted to laugh, cry, all at once. The sound of the metal ponies drawing nearer from behind them was what finally threw her over the edge. Panicking, Derpy tried feebly again and again to open the TARDIS door, each time failing miserably. Beside her, the Doctor tried to nudge her out of the way but she, being a little bit out of her wits, temporarily insane if you will, clopped him on the head with an outstretched wing.

     The metal ponies were drawing near. Now close enough to shoot, yet, no longer discharging electric shocks at them; their pursuers continued to advance heavily towards them. Unable to run, fly, Derpy could only turn around her head and watch through blurry eyes as they approached – coming nearer and nearer, metal hooves reaching – before the Doctor cut in abruptly to block her view. Staring up his tender face, her eyes widened when he grabbed her quite forcibly with one hoof preparatory to flinging her backwards into the now open TARDIS.

     She landed hard, with a solid ‘thump,’ onto the TARDIS grate, but was pushing herself up before any sense of pain could be felt. She couldn’t understand what was happening; she couldn’t understand why he would -- just then came a familiar buzzing from behind her. Pushing against the heaviness in her head, she swung herself around just in time to see his blurred shape being dragged away by the two guards.

 

     The Doctor struggling weakly was the last thing she saw before the TARDIS door slammed shut and her vision went dark.


	7. Chapter 7

**Summary for the Chapter:**

> After the Doctor receives an operation that leaves him physically altered and battling an internal conflict. It is up to his companion, Derpy, to do what she can to restore hope and light to his darkness plagued heart . . . before it is too late.

**Notes for the Chapter:**

> Please note that this entire story is a work in progress and that over time it may or may not be subject to partial alteration. If ever you should happen upon a change in phrasing or a paragraph missing (or perhaps added) it will because I am forever editing in an effort to improve the way this story is told. 
> 
> Feedback is welcome. While I may not adhere to anything suggested, I enjoy reading comments and hearing what people think of my stories. Good or bad. I'm always interested in what people have to say.
> 
> Disclaimer* I don't own MLP or Doctor Who. Everything else belongs to me.

_Ditzy_

 

             Was that music?

 

 

                                     _What_

_Is_

_Wrong?_

A piano was playing . . .

_Little_

_Bright Eyes_

I could see him

 

 

_Laughter_

Wearing a mask

 

 

 

                               Why are you crying?

                                                                                       _Stop_

_Laughing_

_At_

                                                                                                                     _Me_

 

 

 

                                                                                                  Everything hurt

_Derpy . . ._

Who are you?

                                                                                  

                         _Sorry_

                                                                                                          

                                                                             _Special_

_Delivery!_

Once so blue

                                                                                                                    

  1. _A. R. D. I. S._



A blown out candle

 

 

_Welcome aboard!_

                                                                                                     

                                                                                                                        Blown out

                                                                                                                   Blown out

 

 

 

_Sorry_

                            

 

                             I see him hiding.

 

_So_

_Sorry_

In the mirror

                                                                                                       Sometimes

 

 

_S h a t t e r e d_

 

                                           Who.      

 

 

                         Are.  

 

 

                                          You.

 

                                   

                                                   ….

                  

 

 _Derpy awoke to the sound of the TARDIS whirring below her. It was gradual waking at_ first, she didn’t know how long she had sprawled there unconscious but it must have been for a while; her limbs were numb and heavy. Slowly she brought herself back to her senses: wincing, with a catch of her breath, as her whole body, not just her head, began to ache aggressively. Stupidly her eyes rested on the grate and then on the metallic thing lying next to her. And in slow motion she reached for it.

     A key.

     She held onto it for a long while, dully examining it whilst running her hoof over the jagged edges. It carried the Doctor’s scent: a smell that was hard to describe properly, but varied drastically from anypony else she had encountered. Hazily she pondered what the Doctor’s key was doing in her possession, and floatingly reached for the item still strung around her neck. It was upon contact that Derpy’s loopy mind came to itself; she remembered what she had temporarily forgotten, and was sobered.

     The Doctor had been taken. He had used his key to open the TARDIS door. In her dream state, she recalled having heard something solid clang against the grate before passing out. He must have flung it in himself to prevent the guards from attaining access to the TARDIS. She could not draw up any conclusions as to who shut the door. And that was the extent of her memories.

     In the dead silence that ensured within her thoughts, the soft whirr of the TARDIS machinery broke harshly on her ear. It was then that the full extent of what had happened struck her and she saw herself alone, helpless, hopeless, the miserable butt of all the warring elements against them. “What do I do?” Derpy sputtered out loud, cradling both keys to her chest. “ _What do I do?_ ’

     What would the Doctor do? She asked herself, and right away knew that he would pursue her kidnappers and come to her aid. That she was certain of, but this was a matter of whether or not she could overcome her weaknesses and venture out to save _him_. The mere thought of once again facing off against the security ponies unstrung her, yet her mind could think of nothing else.

     The Doctor needed her . . . He needed her. To remain idly in the TARDIS was more than she had heart for.

     At last, in a very unworthy spirit, Derpy determined to recover the stallion from his abductors, and, rising to her full height, swayed purposely through the lit up interior towards the doors. She would find him. And she would save him. Her hoof resting against the door, she paused for a deep breath, before pulling it open.

     Empty.

     Cautiously Derpy stepped out outside, her wings clamped rigidly against her sides. She made sure to scour all around before closing the door behind her and, with a last pat, walked on tiptoe down the way they came. The corridor was eerily silent. As she went she paid attention to every little detail: the colour of the walls, the flickering of the dim lights on the ceiling, crooks and crevices that could potentially mask a security camera. Derpy wondered if she was still being watched, but feeling uneasy at her own thought, shivered and kept walking.

     Finally, after roaming for what felt like hours down in the deep grey, the tunnel swerved a little, and she came to a dead end. Derpy blinked. Not sure if what she was seeing was the truth. Surely she hadn’t come all this way for there to be nothing? Her eyes focused on the large wall in front of her. Tentatively she touched it.

     Nothing.

     For a long time Derpy stood, too overwhelmed by her emotions to think. All she could picture in her mind was the smiling Doctor. She heard his easy laughter, the way it had sounded before all of this happened. His sudden absence left her feeling empty. So long had the Doctor been around that he was like a part of her own body. And she drooped against the wall, for the first time in a long time feeling utterly alone.

     A noise broke the silence. Derpy’s eyes opened in a sudden movement of consciousness as the distant clang echoed through the corridor.

     Suddenly Derpy jumped up. A terrible panic that had no name came over her as she realized that the TARDIS was further away now and that she had nowhere to run if somepony were to come after her. Unconsciously she started to shrink back when, at that moment, the solid wall against her silver rump disappeared, and she tumbled overboard into a darker, much smaller tunnel. Derpy lay there a moment, stunned, but was roused by the squeal of robotic wheels sounding from somewhere nearby.

     With beating heart Derpy raised her body and looked in the direction whence the sound came; but only saw the glare from an adjoining corridor. Again it was the soft, effulgent light that cut through the murkiness, although the ceiling of this strange passageway was arched, making the tunnel round. In the center of the silver passage droned some sort of a square metal box large enough to contain her. It whirred unpredictability one way and another, sweeping pieces of debris into itself and polishing the walls. Derpy stared at the droid in stupefaction. It seemed to pay her no mind, however, as it carried on with its motions. Stopping in front of her only to buff out a stain.

     There was loud laughter, the sudden clattering of horse-iron on dense footing as the static voices drew nearer. Derpy’s heart gave a leap with her. She felt it thudding on her rib cage as she fled from the access and turned the blunt corner.

 

 

This passageway was different from the one Derpy had abandoned the TARDIS in. As Derpy moved about aimlessly she passed various steel, rounded doors. Occasionally one of the heavy doors would open and a pony in a lab coat would step out, enshrouded in a blue light. When this happened Derpy made sure to keep extra silent, and would often retrace her steps to stand and wait somewhere in the dark. It helped that her form was slight. She learned quickly that if she held still enough, her body was enveloped in the darkness, and she became more invisible. A ghost.

     A squeaky sound reached her ears at a bend in the passageway, and she paused a moment to listen whether it was headed toward her. When the noise grew louder, followed by the scuffle of hooves, Derpy started on, hastening her hoof steps until she almost ran. It wasn’t until she had passed through the corridor and arrived at its other end that she felt relief. Whatever it was it hadn’t followed her; and she was standing, about to continue down the passageway, when a blue glow popped up and illuminated the wall ahead of her.

     Voices.

     Staying still, Derpy listened and tried to ignore the sick feeling that was rising in her gut. They sounded agitated. She heard a wounded voice suddenly cry out what sounded like “ _No, no, no_ . . .” and then in a lower voice, it began to whimper as the other voices spoke harshly to it. Finally, the crackle of a shock weapon caused the light against the wall to glow and pulse, and, once more, the corridor grew silent.

     For what seemed an eternity, Derpy stood there. Too shocked to move. It wasn’t until the door to the dwelling a few feet away from her began to slide open, flooding the floor with blue light, that Derpy’s brain reconnected with her body and she was able to hasten down the corridor before she was caught. Her stomach rolled with each step. She felt the same kind of nausea she had once felt when she saw a flock of vultures eating flesh off the putrid carcass of a bird. She tried not to think about what she had just overheard but the voices echoed in her mind, and all at once, it was as if everything that had happened since the TARDIS’s arrival at this place flitted through her brain.

     It was real. All of this was suddenly very real. These ponies (could she call them that?) wanted to hurt her, and she’d never even seen their faces.

     _Why?_

     Suddenly Derpy’s mind quickened. She must find the Doctor.

     More voices and the thudding of hooves resonated from down the tunnel, sending a wave of panic into her. Derpy wheeled the eye in circles, searching desperately for a way out. With every passing second it was becoming more and more crucial that she find someplace to conceal herself from view, but this particular stretch of passageway seemed arid of shadowy places to hide. It was then she noticed that there was another door at the end of the passage resting ajar that was smaller and more regular looking. Without thinking, she barged in.

       Bright blue light cut through the dimness of the room. Blinking her eyes a couple of times; Derpy peered nervously around the miniature compartment, relieved to find it empty of its former occupants. A row of holographic screens sat on a large desk against the far wall. In front of it rested a half turned swivel chair, covered it what looked like breadcrumbs. Along with a half empty bottle of carrot soda somepony left standing upright on a couple of wet napkins on the dark floor. Intrigued by the hazy blue images flitting across the screens, Derpy drew closer to the desk.

       “What IS that thing?”

       Derpy startled at the sound of a murmuring voice, only to quiet when she realized that it was coming from a set of headphones lying on the chair beside her. Gingerly she settled them over her ears.

       “Do you think it’s important?”

       Taken back by the sound of her own voice in the headphones, Derpy glanced up at the screen directly in front of her to find the sight of her and the Doctor mulling over the masked security camera. As she listened to their voices bounce back and forth, watching simultaneously as the scene played out before her eyes, she noticed on the same blue screen a number of glowing translucent boxes next to imagery of her and the Doctor. Looking around, Derpy searched for a set of controls but detected only an empty desk. (Not including the floating hologram screens that were being projected invisibly from a series of small disks towards the back). Derpy was almost at a loss for what to do when, in a moment of impromptu experimentation, she pressed her hoof to the screen and, much to her surprise, met solid substance. From there, she simply dragged one of the imaginary boxes over to where the recording of her and the Doctor was currently playing in the larger box on the screen, and watched as a new recording immediately took over.

         The screen switched to another scene of her and the Doctor from a different camera. This time, they were running from the guard ponies. Derpy watched with growing fear and trepidation as in one flickering tape it showed a panel on the far wall sliding open to reveal the robotic hound moments after their shadow selves rushed past, laughing. Unable to watch what came next, Derpy flipped to the next box on screen. In this recording, it displayed the Doctor’s languid body being dragged away by the two guards before the screen suddenly shifted to a later image of her tentatively opening the TARDIS door. Clearly, these cameras were motion activated.

         Had they been spying on her this entire time? Glancing around at the mess and apparent lack of the security camera guy, Derpy attributed her luck to the probability that nopony had taken her seriously. Not that she _had_ done anything remarkable. For the most part she had just wandered around lost. Hopefully, not in circles.

         Which brought her to the final box on the screen. Dragging it over towards the center, Derpy watched as the screen reappeared to display a dark room in which a series of ponies dressed for surgery were hovering over a single table. Derpy thought it looked like something straight out of a gritty Hospital scene. It was nothing like the pristine operating rooms that she had visited as foal to have surgery done on a wing she had fractured in a flying accident. The bits of floor and ceiling that the muted lighting illuminated were dingy with scuffmarks and rust streaks. Soiled medical instruments lay spread carelessly on a tray stationed across from the operating table, almost as if the ponies operating were in a hurry and didn’t have time to meticulously return each tool to its place after use.

         And blood. Blood was everywhere. It didn’t faze the ponies working in it one bit. They sliced and sawed and suctioned through a pool of it, like they were washing their hooves in a basin full of water. Meanwhile, a singular pony stationed at the subject’s head kept an eye on all of its vitals, adjusting the amounts of fluids and gases and drugs they were administering to it.

         Who it was on the table, Derpy couldn’t tell. She thought she caught a glimpse of brown hair underneath the cluster of ponies. But it was only for a fraction of a second . . . and so many ponies have brown hair.

         The Doctor was no regular pony. On the contrary, indeed, he was anything _but_. Travelling with him: the pair had found themselves caught in a hard spot many a time before, and always, he had been the one to conjure up a way of escape, a way of overcoming the dilemma, a way of saving the day. Never without its fair share of effort. They suffered sometimes. But things always had a way of working out when he was around. Always, always, always, he had played the hero.

         And this time would be no different. Any moment, Derpy told herself, he was going to come waltzing into the room. In her mind she saw it perfectly. They’d find each other by chance. At first, he’d be surprised to see her. Then he’d scold her for not staying in the TARDIS, for putting herself needlessly in danger when he had everything all figured out. And all the while, she would just be hugging and hugging him. Happy that once more he was close enough to touch.

         Then, lying there on the table, she saw his face.

         The sheen of his champagne coat had blanched as much as it was possible for it to do, almost as if they had drained the color right out him. One of his front legs had been removed from the rest of his body. The blood from the cavity seeped onto something metallic being shoved in its place, and was now dripping like paint drops on the dingy floor. His eyes were closed, and his dark brown hair was wet and rusty with blood.

         She spun away. This wasn’t right. This could not be happening. They were a team, going to uncover the mystery of the creature. This wasn’t real. She must still be out senseless on the grates in the TARDIS. _No! Stop. Please stop. Please wake up!_ Her mind screamed. She stared into the screen at the Doctor. The Doctor who was lying unconscious on the metal table, his right leg missing from his body, was surrounded by a team of stallions and mares who were yanking roughly on his eyelids and flooding his veins with she did not know what. And she pinched herself as hard as she could.

         Derpy had experienced nightmares before – falling nightmares, being-made-fun-of-and-laughed-at nightmares, left-behind-by-the-Doctor nightmares – but she had always been able to wake herself up, to force open her eyes, lift her head from the pillow and know that while she was awake nothing from her nightmares could hurt her. She tried again. _Wake up!_ She screamed. _Wake up! Wakeupwakeupwakeup!_ But she couldn’t. She was fully awake.

         Then she heard something. Derpy looked up and saw a pony standing in the doorway. He was thin and undersized and wore a rumpled uniform that bore a telltale orange stain across the front of it. They stared open-eyed at each other. Neither one blinking. Until a sudden rush of noise in the headphones jerked Derpy’s mind awake. Her legs came out of their paralysis then and she tore off the headphones and rushed out of the room before the stallion even had a chance to blink. As she moved, Derpy almost fancied she could feel the presence of the Doctor by her side. His warm breath rushed past her ear, "Run Derpy!"

She ran.


End file.
